Business Document AA-00148

Business Document AA-00148

This General Business Agreement (Business Document AA-00148) is entered into as of Effective Date: by and between:

Party A Name:    Address:

Party B Name:    Address:

RECITALS

WHEREAS, Party A is engaged in the business of providing professional services, consulting, or goods as set forth herein; and

WHEREAS, Party B desires to retain Party A to perform certain services or deliverables and Party A agrees to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend to set forth their respective duties, compensation, and other terms in this Agreement.

SCOPE OF WORK

Services shall be performed in accordance with the schedule and milestones described in the Scope of Work. Any material change to the Scope of Work must be approved in writing by authorized representatives of both parties and may be subject to additional fees.

PAYMENT TERMS

Unless otherwise agreed in writing, Party A shall invoice Party B in accordance with the Payment Schedule. Payments are due within days of receipt of invoice. Late payments shall accrue interest at the lesser of (a) the rate of per month, or (b) the maximum rate permitted by law. In addition, a flat late fee of may be applied to past-due invoices.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Party B of its obligation to pay for Services performed through the effective date of termination and any non-cancellable commitments incurred by Party A.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary or business information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Discloser; (b) was rightfully known by the Recipient prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The Recipient shall: (i) not disclose Confidential Information to any third party except as permitted by this Agreement; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

REPRESENTATIONS; WARRANTY DISCLAIMER

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Party A warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, in no event shall either party be liable to the other for special, incidental, consequential, or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid or payable by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising out of or relating to this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or as updated in writing) by hand, certified mail, or nationally recognized courier, and shall be deemed effective upon receipt.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

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